AMENDMENT TO
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
This Amendment to the Development, License and Supply Agreement dated
July 23, 1999 (the "Agreement"), is entered into as of June 23, 2000, by and
between NaPro BioTherapeutics, Inc. a Delaware corporation ("NaPro") and Xxxxxx
Laboratories, an Illinois corporation ("Abbott"). Any capitalized term used and
not otherwise defined herein shall have the meaning set forth in the Agreement.
All terms and conditions set forth in the Agreement that are not amended hereby
shall remain in full force and effect.
1. Pursuant to Section 6.1.2 of the Agreement, Abbott and NaPro hereby
amend the Development Plan in its entirety as set forth in Exhibit 1 hereto.
2. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend the Agreement to include the following Section 2.3.4:
[THIS PORTION HAS BEEN REDACTED.]
3. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
delete Section 3.1.2 in its entirety.
4. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend Section 3.1.3 in its entirety to read as follows:
3.1.3 Except as otherwise may be provided in this Section 3.1, Six
Million Dollars ($6,000,000) within five (5) Business Days [THIS PORTION HAS
BEEN REDACTED.];
5. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend Section 3.1.4 in its entirety to read as follows:
3.1.4 Approval/First Commercial Sale Milestones. [THIS PORTION HAS
BEEN REDACTED.]
3.1.4.1 [THIS PORTION HAS BEEN REDACTED.] eight million
dollars ($8,000,000) within five (5) Business Days [THIS PORTION HAS BEEN
REDACTED.]
3.1.4.2 [THIS PORTION HAS BEEN REDACTED.] twelve million
dollars ($12,000,000) within five (5) Business Days [THIS PORTION HAS BEEN
REDACTED.];
6. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend Section 6.2.2 by inserting the following sentence after the second
sentence in such Section:
[THIS PORTION HAS BEEN REDACTED.]
7. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend the Agreement to include the following Section 0.0.0.0:
8.7.2.5 [THIS PORTION HAS BEEN REDACTED.]
8. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
replace the second sentence of Section 9.4 with the following:
NaPro may assist Abbott with technical marketing [THIS PORTION HAS BEEN
REDACTED.] only at NaPro's cost and expense beginning not earlier than
the number of months determined by the Marketing Committee following
the First Commercial Sale of such Finished Product in the United
States.
9. Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend Section 10.8 in its entirety to read as follows and add a new Section
10.9:
10.8. Settlement. [THIS PORTION HAS BEEN REDACTED.]
10.9. Disposition of Funds. [THIS PORTION HAS BEEN REDACTED.]
10.Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend Section 15.3.2.2 in its entirety to read as follows:
15.3.2.2 with respect to NaPro, a willful failure by NaPro to
perform any material obligations of NaPro under Article 6 and/or the Development
Plan, and/or under Article 8 and/or under Section 10.9.
11.Pursuant to Section 18.6 of the Agreement, Abbott and NaPro hereby
amend Section 15.6.2 in its entirety to read as follows:
15.6.2 [THIS PORTION HAS BEEN REDACTED.]
12. Abbott and NaPro agree that, upon execution of this Amendment, a
press release in the form attached hereto as Exhibit 2 will be issued.
13. From the date hereof, any reference to the Agreement shall be
deemed to refer to the Agreement as amended by this Amendment.
14. This Amendment shall be governed by the laws of the State of
Illinois, without giving effect to any choice of law or conflict of law
provisions, and any dispute arising out of or in connection with this Amendment
shall be governed by the provisions of Article 16 of the Agreement.
15. This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which will constitute one and the same
instrument.
2
IN WITNESS WHEREOF, Abbott and NaPro have executed this Amendment
effective as of the date first set forth above.
XXXXXX LABORATORIES
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President, Hospital
Products Division
NAPRO BIOTHERAPEUTICS, INC.
By: /s/ Xxxxxx Link
Name: Xxxxxx Xxxx
Xxxxx: Vice President
and Chief Financial Officer
[Signature page to Amendment to Development, License and Supply Agreement]
